Windows ME is basically Win98se but more unstable and slower and harder to use! Another great M$ product! As for running D3 on it i cant help you cos i have yet to buy a GPS mouse nevermind my nav software yet. Maybe see if you can find a new 2K disc somewhere - ebay, friends etc.

Oh, i hae jsut replaced Win98 with Win98se for someone and i did notice quite a difference. I still run 98se on an old P2 laptop and it runs great and never crashes despite being my test bed for new programs but some of the car frontends have had issues with it.

ok thanks guys.
Now I am starting to remember why that win me cd was in the bottom of a box of junk

I think I will for a way to install an XP upgrade without a bootable cd drive on my old laptop, maybe cloning an existing xp install on another pc or something.
I know with 98x you copy the win9x directory to your hard drive then install from there. I bet you can't do that with xp though.